- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: JUNE 30, 1998
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF
1934
For the transition period from _________________ to _________________
Commission File Number: 0-24094
LBP, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-3764357
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
200 Mamaroneck Avenue, White Plains, N.Y. 10601
(Address of principal executive offices)
(Zip Code)
(914) 421-2545
Registrant's Telephone Number including Area Code
Leslie Building Products, Inc.
(Former name, former address and former fiscal year,
if changed since last year)
Indicate by check marks whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities & Exchange Act of
1934 during the preceding 12 months (or such shorter period that the registrant
was required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes |X| No |_|
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. 4,865,281 shares of common
stock as of July 30, 1998.
- --------------------------------------------------------------------------------
<PAGE>
LBP, INC.
INDEX TO FINANCIAL STATEMENTS FILED WITH
QUARTERLY REPORT OF REGISTRANT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 1998
(UNAUDITED)
--------------------------------------------------------
Page
----
PART I - FINANCIAL INFORMATION
CONSOLIDATED STATEMENTS OF OPERATIONS 3
CONSOLIDATED BALANCE SHEETS 4
CONSOLIDATED STATEMENTS OF CASH FLOWS 5
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY 6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 7-10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 11-13
PART II - OTHER INFORMATION 14
Item 6
SIGNATURES 15
<PAGE>
LBP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended Three Months Ended
June 30, June 30,
-------------------- --------------------
1998 1997 1998 1997
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
(In thousands, except per share amounts)
Continuing Operations:
Investment Income $ 143 $ -- $ 143 $ --
General and administrative expenses 265 271 133 137
-------- -------- -------- --------
Operating income (loss) (122) (271) 10 (137)
Imputed interest expense 78 78 39 39
-------- -------- -------- --------
Income (loss) from continuing
operations before income taxes (200) (349) (29) (176)
Provision (benefit) for income taxes (42) -- (42) --
-------- -------- -------- --------
Income (loss) from continuing
operations (158) (349) 13 (176)
-------- -------- -------- --------
Discontinued operations (Note 1):
Income (loss) from operations,
before income taxes 1,736 (59) 1,911 1,035
Provision for income taxes -- -- -- --
-------- -------- -------- --------
Income (loss) from operations 1,736 (59) 1,911 1,035
-------- -------- -------- --------
Gain on disposal of assets before income taxes 17,214 -- 17,214 --
Provision for income taxes 4,916 -- 4,916 --
-------- -------- -------- --------
Gain on disposal of assets 12,298 -- 12,298 --
-------- -------- -------- --------
Income (loss) from discontinued
operations 14,034 (59) 14,209 1,035
-------- -------- -------- --------
Net income (loss) $ 13,876 $ (408) $ 14,222 $ 859
======== ======== ======== ========
Net income (loss) per common share:
Basic:
Continuing operations $ (.03) $ (.07) $ -- $ (.04)
Discontinued operations (Note 1) 2.88 (.01) 2.92 .22
-------- -------- -------- --------
Net income(loss) $ 2.85 $ (.08) $ 2.92 $ .18
======== ======== ======== ========
Diluted:
Continuing operations $ (.03) $ (.07) $ -- $ (.04)
Discontinued operations (Note 1) 2.85 (.01) 2.90 .22
-------- -------- -------- --------
Net income(loss) $ 2.82 $ (.08) $ 2.90 $ .18
======== ======== ======== ========
Weighted average common shares outstanding:
Basic 4,863 4,845 4,865 4,849
Diluted 4,912 4,845 4,911 4,849
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE>
LBP, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
- ---------------------------------------------------------------------------------
(In thousands, except shares and per share amounts)
<S> <C> <C>
ASSETS
Current assets
Cash and equivalents $ 32,467 $ 20
Prepaid expenses and other current assets 12 19
Discontinued operations - Leslie-Locke, Inc., net
(Note 1) 12,888
-------- --------
Total assets $ 32,479 $ 12,927
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable, accrued expenses and other current
liabilities $ 265 $ 189
Discontinued operations - Leslie-Locke, Inc. (Note 1) 5,512 --
Discontinued operations - White Metal Rolling and
Stamping, Inc., net (Note 4) 3,931 3,853
-------- --------
Total current liabilities 9,708 4,042
-------- --------
Commitments and Contingencies (Note 1)
Stockholders' equity
Common stock par value $.01 per share: authorized
20,000,000 shares; issued 4,865,281 shares in June
1998, and 4,860,178 shares in December 1997 48 48
Paid-in capital 20,365 20,355
Accumulated deficit 2,358 (11,518)
-------- --------
Total stockholders' equity 22,771 8,885
-------- --------
Total liabilities and stockholders' equity $ 32,479 $ 12,927
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE>
LBP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
June 30,
--------------------
1998 1997
- -----------------------------------------------------------------------------
(In thousands)
Cash flows from operating activities:
Loss from continuing operations $ (158) $ (349)
Adjustments to reconcile loss from continuing
operations to cash flows from operating activities:
Imputed interest 78 78
Changes in prepaid expenses and other assets 7 (2)
Changes in accounts payable, accrued expenses and
other current liabilities 76 52
-------- --------
Net cash flows provided by (used for) operating
activities of continuing operations 3 (221)
-------- --------
Cash flows from discontinued operations:
Income (loss) from discontinued operations 14,034 (59)
Changes in net assets of discontinued operations
- Leslie-Locke 18,400 270
-------- --------
Net cash from discontinued operations 32,434 211
-------- --------
Cash flows from financing activities:
Employee purchases of common stock 10 31
-------- --------
Net cash flows provided by financing activities 10 31
-------- --------
Net increase in cash 32,447 21
Cash at beginning of period 20 25
-------- --------
Cash at end of period $ 32,467 $ 46
======== ========
Supplemental disclosure of cash flows information:
Cash paid during the period for:
Interest on debt $ 196 $ 704
Income taxes $ 11 $ --
The accompanying notes are an integral part of these consolidated financial
statements.
5
<PAGE>
LBP, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
<TABLE>
<CAPTION>
Retained Total
Common Paid-in Earnings Stockholders'
Stock Capital (Deficit) Equity
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
(In thousands, except shares)
Balance - December 31, 1997 $ 48 $ 20,355 $ (11,518) $ 8,885
Net income for six months ended June
30, 1998 13,876 13,876
Employee purchases of 5,103 shares of
common stock 10 10
---- --------- ---------- ---------
Balance - June 30, 1998 $ 48 $ 20,365 $ 2,358 $ 22,771
==== ========= ========== =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
6
<PAGE>
LBP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. DISCONTINUED OPERATIONS
In connection with the sale of substantially all of the assets of the
Company's wholly-owned subsidiary, Leslie-Locke, Inc., the name of Leslie
Building Products, Inc. was changed to LBP, Inc. and the name of Leslie-Locke,
Inc. was changed to Prime Acquisition Corp. ("Prime").
On June 18, 1998, effective as of May 31, 1998, Prime sold substantially
all it's net assets and business for $44.0 million in cash, subject to certain
post closing working capital adjustments to be determined within 120 days from
the closing. Prime realized a gain of $12.3 million from the sale, and after
payment of its outstanding debt, closing costs and income taxes, Prime will have
cash of approximately $27 million.
Prime has agreed to indemnify the buyer as follows: (i) for up to $4
million of losses incurred by the buyer during the two years following the
closing resulting from breaches of representations and warranties made by Prime,
(ii) for up to $4 million of losses incurred by the buyer during the four years
following the closing resulting from certain environmental matters, and (iii)
for losses incurred by the buyer resulting from liabilities of Prime not assumed
by the buyer. In connection with Prime's indemnification obligations, Prime
deposited in escrow an aggregate of $25.4 million for a period of two years
following the closing. Up to approximately $21.4 million of the escrow funds may
be withdrawn by Prime at any time during the escrow period to acquire other
businesses, for investments, and for certain other permitted payments. The
escrow will terminate two years from the closing, and any escrow funds not paid
to the buyer or subject to claims outstanding at that time will be returned to
Prime.
All escrow funds have been invested in liquid U.S. Treasury money market
accounts. Earnings from $21.4 million of such investments held in escrow will be
remitted to Prime monthly.
Prime was the sole operating subsidiary of the Company, and the Company
and it's subsidiaries do not now conduct any operations. The Company will
continue to incur expenses associated with the management of it's assets, it's
financial reporting obligations, and other administrative functions.
The Board of Directors of the Company adopted a resolution regarding the
Company's intent to be engaged in a business other than that of investing,
reinvesting or trading in securities, as soon as it is reasonably possible, and
that the proceeds from the sale of the assets of Prime be utilized to acquire
other businesses.
The sale did not include the assets and liabilities of White Metal Rolling
and Stamping Corp.("White Metal"), Prime's discontinued ladder manufacturing
subsidiary. See Note 4.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Consolidated Financial Statements include the accounts of LBP, Inc.
and its wholly-owned subsidiaries. All significant intercompany balances and
transactions have been eliminated.
7
<PAGE>
LBP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
In the opinion of management, the information furnished in this Form 10-Q
reflects all adjustments necessary for a fair statement of the results of
operations as of and for the six month and three month periods ended June 30,
1998 and 1997. All such adjustments are of a normal recurring nature. The
Consolidated Financial Statements have been prepared in accordance with the
instructions to Form 10-Q and therefore do not include some information and
notes necessary to conform with annual reporting requirements.
Income Taxes
The Company and its subsidiaries file separate Federal and state income
tax returns. The Company's subsidiaries generally file separate state income tax
returns on the same basis as the Federal income tax returns.
New Accounting Standards
Effective December 31, 1997, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 128, "Earnings per Share." SFAS No. 128
establishes standards for computing and presenting both basic and diluted
earnings per share ("EPS"). Basic EPS represents the earnings available to each
common share outstanding during the reporting period. Diluted EPS reflect the
earnings available to each common share after the effect of all potentially
dilutive common shares, such as stock options.
Effective January 1, 1998, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income."
Statement 130 establishes standards for reporting and display of comprehensive
income and components in the financial statements. The Company has had no
"other" comprehensive income for the six months ended June 30, 1998 and 1997.
In June 1997, the Financial Accounting Standards Board issued SFAS 131,
"Disclosure about Segments of an Enterprise and Related Information," for fiscal
years beginning after December 15, 1997. This statement addresses presentation
and disclosure matters and will have no impact on the Company's financial
position or results of operations. The Company currently has no segments.
Use of Estimates
Management of the Company has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure of
contingent assets and liabilities to prepare these financial statements in
conformity with generally accepted accounting principles. Actual results could
differ from those estimates.
3. INCOME TAXES
At December 31, 1997, the Company had a deferred tax asset valuation
allowance of $4.5 million. Such valuation allowance reduced the carrying value
of the net deferred tax asset to zero because the Company could not conclude
that any deferred tax assets were likely to be realized in the ordinary course
of operations.
8
<PAGE>
LBP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As a result of the operating income from discontinued operations prior to
disposal, and the gain on disposal of such operations, the Company has realized
approximately $2.7 million of such net deferred tax assets, and has reduced its
provision for income taxes to the extent of such realization. The remaining net
deferred tax assets at December 31, 1997, of $1.8 million, related primarily to
state tax credits which are no longer available as a result of the disposal of
discontinued operations.
At June 30, 1998, the Company had no net operating loss carryforward for
Federal income tax purposes.
4. DISCONTINUED OPERATIONS - WHITE METAL ROLLING AND STAMPING CORP.
In fiscal 1990, the Company discontinued the operations of White Metal and
sold certain assets of White Metal, (machinery, equipment and supplies and
customer lists) to a private company. The buyer did not assume any liabilities
of White Metal, nor acquire the White Metal name and does not produce White
Metal ladders. All manufacturing operations of White Metal ceased as of January
31, 1991 and substantially all of its remaining assets have since been
liquidated.
At June 30, 1998, White Metal's estimated future product liability, which
is no longer covered by insurance, was approximately $3.9 million. Such
liability is reflected in discontinued operations, net, on the Consolidated
Balance Sheet. Although Prime (formerly known as Leslie-Locke, Inc.) was named
as a defendant in certain product liability actions, Prime has not been held
responsible, and the Company and Prime disclaim any liability for the
obligations of White Metal.
On September 30, 1994, White Metal filed a voluntary petition seeking
liquidation under the provisions of chapter 7 of the United States Bankruptcy
Code. In connection with the chapter 7 filing by White Metal, numerous proofs of
claim have been filed against White Metal. Included is a claim by Sears Roebuck
& Co., ("Sears") dated April 7, 1995, in the amount of $164 million, including
actual losses of $1.7 million and estimated future product liability losses for
the next 20 years, based upon indemnification obligations which Sears alleges
White Metal undertook in connection with White Metal's sale of ladders to Sears.
These proofs of claim have been evaluated in determining the Company's estimated
product liability accrual. The Company and Prime have in the past disclaimed,
and continue to disclaim, any liability for the obligations of White Metal.
On May 7, 1996, the Company and Prime, and Drew Industries Incorporated
("Drew"), the former parent of the Company, and its subsidiary, Kinro, Inc.,
were served with a summons and complaint in an adversary proceeding commenced by
the chapter 7 trustee of White Metal. The complaint, which appears to allege
several duplicate claims, seeks damages in the aggregate amount of approximately
$10.6 million plus attorneys' fees, of which approximately $7.5 million is
sought, jointly, and severally, from the Company, Prime, Drew and Kinro. The
proceeding is based principally upon the trustee's allegations that the Company
and its affiliated companies obtained tax benefits attributable to the use of
White Metal's net operating losses. The trustee seeks to recover the reported
value of the tax savings achieved. In addition, the trustee alleges that White
Metal made certain payments to Prime which were preferential and are recoverable
by White Metal, in the approximate amount of $2.2 million.
On July 14,1998, the court granted defendants motion to dismiss
approximately $7.5 million of the trustee's tax related claims (excluding
duplicate claims). The Court granted the trustee the opportunity to
9
<PAGE>
LBP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
re-plead the tax-related claims. The remaining $2.2 million of the trustee's
claims were not dismissed, but Prime believes that the trustee's claims are
without merit and will continue to vigorously defend against the claims.
However, an estimate of potential loss, if any, cannot be made at this time. The
Company believes the defense of this proceeding will not have a material adverse
impact on its financial condition or results of operations.
5. Weighted Average Common Shares Outstanding
Net income per diluted common share reflects the dilution of the weighted
average common shares by the assumed issuance of common stock pertaining to
stock options. The numerator, which is equal to net income, is constant for both
the basic and diluted earnings per share calculations.
Six Months Ended Three Months Ended
June 30, June 30,
-------------------- ----------------------
1998 1997 1998 1997
- ------------------------------------------------------------------------------
Weighted average common shares
outstanding - basic 4,863,413 4,845,138 4,864,617 4,848,946
Assumed issuance of common stock
pertaining to stock options 48,216 -- 51,915 514
--------- --------- --------- -----------
Weighted average common shares
outstanding - diluted 4,911,629 4,845,138 4,916,532 4,849,460
========= ========= ========= ===========
Weighted average common shares outstanding for the six months ended June
30, 1997 is the same for the basic and diluted calculation since the Company had
a loss for that period and, therefore, the exercise of outstanding options
would be dilutive.
10
<PAGE>
LBP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
In connection with the sale of substantially all of the assets of the
Company's wholly-owned subsidiary, Leslie-Locke, Inc., the name of Leslie
Building Products, Inc. was changed to LBP, Inc. and the name of Leslie-Locke,
Inc. was changed to Prime Acquisition Corp. ("Prime").
On June 18, 1998, effective as of May 31, 1998, Prime sold substantially
all it's net assets and business for $44.0 million in cash, subject to certain
post closing working capital adjustments to be determined within 120 days from
the closing. Prime realized a gain of $12.3 million from the sale, and after
payment of its outstanding debt, closing costs and income taxes, Prime will have
cash of approximately $27 million.
RESULTS OF OPERATIONS
Prime was the sole operating subsidiary of the Company, and the Company
and its subsidiaries do not now conduct any operations. The net proceeds of $27
million, as well as funds being held for payment of closing costs and income
taxes have been invested primarily in liquid U.S. Treasury money market accounts
which yielded approximately 5.3% for the quarter. The Company will continue to
incur expenses of approximately $400,000 to $600,000 annually, associated with
the management of its assets, its financial reporting obligations, and other
administrative functions.
LIQUIDITY AND CAPITAL RESOURCES
The Board of Directors of the Company adopted a resolution regarding the
Company's intent to be engaged in a business other than that of investing,
reinvesting or trading in securities, as soon as it is reasonably possible, and
that the proceeds from the sale of the assets of Prime be utilized to acquire
other businesses.
Prime has agreed to indemnify the buyer as follows: (i) for up to $4
million of losses incurred by the buyer during the two years following the
closing resulting from breaches of representations and warranties made by Prime,
(ii) for up to $4 million of losses incurred by the buyer during the four years
following the closing resulting from certain environmental matters, and (iii)
for losses incurred by the buyer resulting from liabilities of Prime not assumed
by the buyer. In connection with Prime's indemnification obligations, Prime
deposited in escrow an aggregate of $25.4 million for a period of two years
following the closing. Up to approximately $21.4 million of the escrow funds may
be withdrawn by Prime at any time during the escrow period to acquire other
businesses, for investments, and for certain other permitted payments. The
escrow will terminate two years from the closing, and any escrow funds not paid
to the buyer or subject to claims outstanding at that time will be returned to
Prime.
All escrow funds have been invested in liquid U.S. Treasury money market
accounts. Earnings from $21.4 million of such investments held in escrow will be
remitted to Prime monthly.
The sale did not include the assets and liabilities of White Metal Rolling
and Stamping Corp.("White Metal"), Prime's discontinued ladder manufacturing
subsidiary. In fiscal 1990, the Company discontinued the operations of White
Metal and sold certain assets of White Metal, (machinery, equipment and supplies
11
<PAGE>
LBP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
and customer lists) to a private company. The buyer did not assume any
liabilities of White Metal, nor acquire the White Metal name and does not
produce White Metal ladders. All manufacturing operations of White Metal ceased
as of January 31, 1991 and substantially all of its remaining assets have since
been liquidated.
At June 30, 1998, White Metal's estimated future product liability, which
is no longer covered by insurance, was approximately $3.9 million. Such
liability is reflected in discontinued operations, net, on the Consolidated
Balance Sheet. Although Prime (formerly known as Leslie-Locke, Inc.) was named
as a defendant in certain product liability actions, Prime has not been held
responsible, and the Company and Prime disclaim any liability for the
obligations of White Metal.
On September 30, 1994, White Metal filed a voluntary petition seeking
liquidation under the provisions of chapter 7 of the United States Bankruptcy
Code. In connection with the chapter 7 filing by White Metal, numerous proofs of
claim have been filed against White Metal. Included is a claim by Sears Roebuck
& Co., ("Sears") dated April 7, 1995, in the amount of $164 million, including
actual losses of $1.7 million and estimated future product liability losses for
the next 20 years, based upon indemnification obligations which Sears alleges
White Metal undertook in connection with White Metal's sale of ladders to Sears.
These proofs of claim have been evaluated in determining the Company's estimated
product liability accrual. The Company and Prime have in the past disclaimed,
and continue to disclaim, any liability for the obligations of White Metal.
On May 7, 1996, the Company and Prime, and Drew Industries Incorporated
("Drew"), the former parent of the Company, and its subsidiary, Kinro, Inc.,
were served with a summons and complaint in an adversary proceeding commenced by
the chapter 7 trustee of White Metal. The complaint, which appears to allege
several duplicate claims, seeks damages in the aggregate amount of approximately
$10.6 million plus attorneys' fees, of which approximately $7.5 million is
sought, jointly, and severally, from the Company, Prime, Drew and Kinro. The
proceeding is based principally upon the trustee's allegations that the Company
and its affiliated companies obtained tax benefits attributable to the use of
White Metal's net operating losses. The trustee seeks to recover the reported
value of the tax savings achieved. In addition, the trustee alleges that White
Metal made certain payments to Prime which were preferential and are recoverable
by White Metal, in the approximate amount of $2.2 million.
On July 14,1998, the court granted defendants motion to dismiss
approximately $7.5 million of the trustee's tax related claims (excluding
duplicate claims). The Court granted the trustee the opportunity to re-plead the
tax-related claims. The remaining $2.2 million of the trustee's claims were not
dismissed, but Prime believes that the trustee's claims are without merit and
will continue to vigorously defend against the claims. However, an estimate of
potential loss, if any, cannot be made at this time. The Company believes the
defense of this proceeding will not have a material adverse impact on its
financial condition or results of operations.
INFLATION
Future changes from current levels of inflation may be expected to impact
the investment income earned by the Company on its temporary investments.
12
<PAGE>
LBP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
FORWARD LOOKING STATEMENTS AND RISK FACTORS
This report contains certain statements, including the Company's plans
regarding its operating performance which could be construed to be forward
looking statements within the meaning of the Securities and Exchange Act of
1934. These statements reflect the Company's current views with respect to
future plans, events and financial performance.
The Company has identified certain risk factors which could cause actual
plans and results to differ substantially from those included in the forward
looking statements. These factors include the litigation described in Note 4 of
Notes to Consolidated Financial Statements, interest rates and the potential
consummation of acquisitions.
13
<PAGE>
LBP, INC.
Part II - Other Information
Item 6 - Exhibits and Reports on Form 8-K
On July 1, 1998, Registrant filed a current report on Form 8-K wherein
Registrant reported in Item 2 the sale of substantially all of the net assets of
its wholly-owned subsidiary, Prime Acquisition Corp. (formerly known as
Leslie-Locke, Inc.) to LL Building Products, Inc., a subsidiary of Building
Materials Corporation of America, d/b/a/ GAF Materials Corporation.
14
<PAGE>
LBP, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LBP, INC.
Registrant
By /s/ Fredric M. Zinn
-----------------------------
Fredric M. Zinn
Principal Financial Officer
August 12, 1998
15
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 32,467
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 32,479
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 32,479
<CURRENT-LIABILITIES> 9,708
<BONDS> 0
0
0
<COMMON> 48
<OTHER-SE> 22,723
<TOTAL-LIABILITY-AND-EQUITY> 32,479
<SALES> 0
<TOTAL-REVENUES> 143
<CGS> 0
<TOTAL-COSTS> 343
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (200)
<INCOME-TAX> (42)
<INCOME-CONTINUING> (158)
<DISCONTINUED> 14,034
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 13,876
<EPS-PRIMARY> 2.85
<EPS-DILUTED> 2.82
</TABLE>
